Fire in fireplace; Angel, in pants, shirt
open, edgy and restless, paces. He HEARS A SOUND at the French
doors.

Moves towards them ready to attack, rips the
door open, scaring:

BUFFYIt's me!

Edgy moment, he backs off, she enters, hands
him a bag that says "Mel's Butcher Shop" on the side. He turns away, pulls
a quart container of blood out of the bag. He holds it to his nose, scents
it, then, aware of Buffy, sets it on a table.

BUFFYHow are you
feeling?

ANGELIt hurts...
less.

BUFFYI haven't told Giles or the
others you're back...

ANGEL(remembering)Giles...

BUFFYI'm not going to, they
wouldn'tunderstand that you're...

Angel picks up the blood, sets it down
again, agitated.

BUFFY... better. And I'm going to
help youkeep getting better but...everything's different now,
Angel.I'm working harder at school. I'm a Senior now, thinking
about college --also I have a boyfriend.

Angel suddenly moves to her. She doesn't
know what he's going to do. He reaches for her -- very close, she can
smell his bare skin -- he fixes the (twisted) collar on her jacket or
blouse -- turns away again.

BUFFYHis name is Scott. He's a
good, solidguy. He makes me happy. And that'swhat I need. Someone
I can count on.

SCOTTBuffy, it's just...before we
weregoing out you seemed so full of life,like a force of nature.
Now you seemkind of distracted all the time and --

BUFFY-- no, I know I do that,
because my life is so... but I'm getting betterand you're going to
be seeing a drasticdistraction reduction from here on
out...(nothing from Scott)"Drastic reduction reduction",
trysaying that ten times fast.

SCOTTI'm really
sorry.

He goes. Buffy stands there totally stunned.
WE PULL BACK from her, making her a tiny figure, alone in the
world.

A REALLY LONG LENS SHOT - BINOC MATT -
DAY

Of Buffy standing there.

EXT. STREET - OUTSIDE SCHOOL -
DAY

PUSH IN ON A VAN with blacked out
windows.

INT. VAN - DAY

A huge, high tech pair of binocs fills the
frame. Two burly hands lower the binocs, revealing FREDERICK, athletic,
Aryan killer. He looks to his right. CAMERA PANS TO REVEAL his twin
brother HANS next to him: two focused, methodical, bug-fuck peas in a pod.
Frederick wears an earwig. The van's full of high tech surveillance
equipment, etc. Hans plugs a wire into the binocs as Frederick raises them
to his eyes again. CAMERA FOLLOWS the wire to a cellular modem hook-up.
CAMERA PUSHES IN ON MODEM.

INT. OLD MAN'S MANSION - DAY

MATCH CUT TO A SIMILAR MODEM, follow the
wire to a high tech computer monitor.

Dark and gloomy in here. Wood, tapestries,
wealth. A sullen, craggy figure sits hunched in a wheelchair before a high
tech computer monitor. On the monitor we see the binoc-matted shot of
Buffy looking lost and alone. The OLD MAN types, the shot of Buffy
enlarges.

Cor moves up, looks through the little round
windows into the library, sees Buffy and Faith. She's about to enter when
TWO GUYS move past behind her.

CORDELIABobby, Mashad, you don't
phone,you don't write...(head off after them)... I miss you
guys, seriously...

EXT. SUNNYDALE CITY HALL - DAY -
(STOCK)

American flag flies in front of the quaint
tower of power.

INT. OUTSIDE MAYOR'S OFFICE - DAY

Deputy Mayor ALLAN FINCH stands nervously
outside the office, waiting. He holds a manila file folder under one arm.
A SECRETARY types impassively next to him.

CLOSE ON ALLAN

He jumps slightly as the secretary's buzzer
goes off.

SECRETARY (O.S)The Mayor will see
you now.

INT. MAYOR'S OFFICE - CONTINUOUS -
DAY

Finch opens the doors and enters, stopping
as the mayor passes before him, wiping his hands (which are all we see of
him in frame) on a paper towel. Allan's eyes follow the mayor to his
desk.

FINCHI'm sorry to bother you,
sir.

MAYOR (O.S)I'm not bothered,
Allan.

FINCH(crossing to the
desk)Well, I'm not sure how serious this is, sir. But they were
spotted in townthree days ago. I've just been
informed.

He places a photo on the mayor's desk. The
two twins who were spying on Buffy.

FINCHFrederick and Hans
Gruenshtahler.Wanted in Germany for capital murder,terrorism, the
bombing of flight 1402...

As Allan talks, the mayor takes the picture
and we get our first good look at his face. It couldn't be more
unassuming. One feels this man has not raised his voice in years, and
although he is mild enough in demeanor, one hopes he won't.

He looks carefully at the picture and as
Allan continues to talk, he rather pensively SNIFFS it.

FINCHI should have brought it to
yourattention sooner, but I wanted to confirm...

He stops, unnerved by the
sniffing.

MAYORWould you show me your hands,
please?

FINCHSir?

MAYORYour hands.

He indicates the desk top. Slowly, Allan
puts his hand down flat on the desk. He is clearly terrified now. The
mayor looks at them, his own hand mere inches from a sharp looking letter
opener. After a beat of scrutiny, he looks up at Allan.

MAYORI think they could be
cleaner.

FINCHOf course, sir, I mean I
washed them, but --

MAYORAfter every meal, and under
thefingernails. Dirt gets trapped there. And germs. And
mayonnaise.

FINCHYes, sir.

MAYORMy dear mother said that
cleanlinesswas next to godliness and I believedher. She never
caught a cold.(closing the folder)I'd like these two to be put
undersurveillance. And I'd like to know if any other colorful
characters havecome to town.

FINCHI'll take care of
it.

MAYORYou have all my
faith.

A moment, and the deputy mayor turns and
goes, visibly sweating.

INT. WILLOW'S BEDROOM - NIGHT

Willow, in a slip, has a slew of clothes
laid out on the bed. She picks up a sweater (or blouse, Cynthia), holds it
in front of her, leans around a standing screen that separates her from
Xander, in tux pants, white shirt, trying to tie a bow tie.

WILLOWWhat do you think of
this?

XANDERNice.

Willow nods, drops it on the bed, picks up
something else.

WILLOWIt's my first big dance, you
know,where there's a boy and a band andnot just me alone in my
room pretending there's a boy and a band,so I want it to
be...

XANDER...special. Which is why I
spared noexpense on the tux.

WILLOWI thought you borrowed it
from yourcousin Rigby.

XANDERExpense to my pride, Will.
They'reour only relations with money and they shun us, as they
should.

Willow leans around the screen
again.

WILLOWWhat do you think of
this?

XANDERNice.

Willow nods, fixes Xander's bow tie for him.
She looks at him.

XANDERWhat?

WILLOWI was just... remember the
eighthgrade cotillion? You had that clip-on...

XANDERI was stylin' with the
clip-on.

WILLOWAnd now here we are, it's
Homecoming.

XANDERFace it, Will. You and I are
gonna bein neighboring rest homes, and I'm gonna be stopping by to
have you adjust my... my... I can't think ofanything that's not
really gross.

Willow smiles, finishes the tie, goes back
to the bed where she will be putting on a dress (we won't see much of)
as:

XANDERSo, uh, you and Oz, how can I
putthis... are we on first, second or, ye gods?

WILLOWThat is none of your
business,Alexander Harris.

XANDER(impressed)Oh, rounding
second.

WILLOWYou don't know that, what
about you and Cordelia?

Xander slips on his tux coat.

XANDERA gentleman never talks about
his conquests.

WILLOWSince when did you become a
--

Willow steps around the screen in a stunning
dress. Looks at Xander in full tux: James Bond meets God.

WILLOW-- gentleman.

He just stares at her for a long moment. She
looks down at her own outfit.

WILLOWI know.
"Nice".

XANDER(sincerely)I was gonna go
with "gorgeous".

WILLOWReally?(he nods)You,
too. In a guy way.

XANDEROz is very
lucky.

WILLOWSo is Cordelia -- in a girl
way.

Beat. They don't quite know what to
say.

WILLOWI don't know if I can dance
in this.(thinks)I don't know if I can dance...

XANDERCome on, piece of cake.
Here.

He takes her in his arms. They dance a
little, getting closer, looking at one another.

XANDERThat seems
to...

WILLOWYeah, it shouldn't be
a...(they get even closer)...problem.

XANDERNo... no
problem...

And now they're very close; and then,
gently, they're kissing. Then a little more than gently. Then they both
pull back at the same instant.

XANDERThat didn't just
happen.

WILLOWNo. I mean it did but it
didn't.

XANDERBecause I respect you -- and
Oz --and I would never --

WILLOWI wouldn't ever, either. It's
theclothes. It's a fluke.

XANDERIt's a clothes fluke, and
that's what it is and there'll be no more fluking.

WILLOWNot ever.

Beat. They look like they might kiss again,
then --

XANDERWe got to get out of these
clothes.

WILLOWRight now!

XANDEROh, I didn't mean
--

WILLOWMe, either!

They run for opposite sides of the
screen.

EXT. SCHOOL - FOUNTAIN QUAD - DAY

Buffy moves between classes. Sees a kindly
looking TEACHER.

BUFFYMs. Moran, I'm so glad I ran
intoyou. I had a little incident lastyear of... getting kicked out
ofschool. I'm back, I've done all mymake-ups but I still need one
writtenrecommendation from a teacher -- I think the word Principal
Snyder usedwas "glowing" -- for my file, to showI belong
here.

MS. MORANAnd you
are...?

BUFFYBuffy. Buffy Summers, second
row,third from the front in your class...(Moran
shrugs)..."Contemporary American Heroes: From Amelia Earhart to
Maya Angelou",the class that changed my life?

MS. MORANWere you absent a lot,
uh...?

BUFFYBuffy.

Off Buffy.

INT. CAFETERIA - DAY

A FLYER - is thrust at CAMERA. Cordelia's
pic, her million dollar smile and the words "You Get More With Cor"
emblazoned across it.

BUFFYI can't believe it. My
favoriteteacher and she didn't remember me.I'm like a non-person.
Am I turning invisible?(to Oz)Can you see me?

OZBig as life.

BUFFYAt Hemery I was Prom Queen,
FiestaQueen, I was on the cheerleadingsquad -- the yearbook was,
like, a story of me. Now it's senior yearand I'm going to be one
crappy pictureon one eighth of one crappy page.

XANDERUh, no, actually, you're
not.

BUFFYWhat do you
mean?

XANDERWell, you missed the picture
taking.

BUFFYWhen? Why?

OZWe did 'em
yesterday.

WILLOWDidn't Cordelia tell
you?

Off Buffy.

CORDELIA HANDS OUT FLYER -- BUFFY STEPS IN
FRONT OF HER

CORDELIABuffy, you look so adorable
in that --

BUFFYI'm not voting for
you.

CORDELIAThen make it
snappy.

BUFFYWhy didn't you tell me they
weredoing the yearbook pictures?

CORDELIADidn't I? Guess I forgot.
What's the big?

BUFFYThe big is that it's the
yearbook!It's the book about...the year!

CORDELIAYeah, hence the
name.

BUFFYYou just could have thought
aboutsomeone else for thirty seconds, that's all.

CORDELIAHey, I'm under a lot of
pressure here.

BUFFYOh, yeah, Homecoming campaign.
Rough gig.

CORDELIAWhat would you know about
it? Justbecause you were Guacamole Queen whenyou were three
doesn't mean youunderstand how this works.

MR. TRICKWe all feel the desire to
win,whether we're human...(indicates the
humans)...vampire...(indicates the
Gorches)...or...(Kulak)...whatever the hell you are,
mybrother, got them spiny looking headthings, I never seen
that.

MR. TRICKIn a few days time, the
game willcommence. You will all have the opportunity to bring down
not one buttwo of the toughest prize bucks thisworld has to offer.
The firsttarget, Buffy, you've all seen. Thesecond, Faith, is a
little more elusive, butboth targets will be together and ready
for the killing and that's amoney-back guarantee.
Ladies,Gentlemen, and spiny-headed lookin'creatures... welcome to
SlayerFest. Ninety eight.

BLACK OUT

END OF ACT ONE

Act Two

EXT. SCHOOL - DAY - ESTABLISHING
(STOCK)

BUFFY (O.S)A campaign is like a
war...

INT. SCHOOL - LIBRARY - DAY

Buffy, with sketches, time tables, a white
board and a pointer (listing the other candidates, their strengths and
weaknesses), presents battle plans to Willow and Xander (looking guilty)
and Oz. She is excited and in her element. Giles watches in
b.g.

BUFFY...it's won or lost in the
trenches.Holly, Michelle...(hits board with pointer on each
name)...and our real competition, Cordelia, all have a big head
start -- speaking of Cordelia's head,if I had a watermelon that
big, I'd be rich!

Nothing from Xander, Will and Oz.

BUFFY-- waits for laugh...right,
don'trag on the competition, makes me lookpetty. Anyway, I've done
this before, it's just like any otherpopularity contest -- the
onlydifference being that this time I'm not actually popular. But
I'm notunpopular, exactly. I mean, a lot ofpeople came to my
welcome home party.

WILLOWBut they were killed by
zombies.

BUFFYGood point. Will, I want you
to set up a database, who's for us, who's onthe fence, crisis
areas. Oz, youtake the fringe, musicians, notinclined to vote,
could be animportant swing. Xander --

Cordelia enters. An awkward beat.

BUFFYHi Cordelia. I know this is
kindaawkward but I don't see why we can'tall get along during the
campaign.We're all buds, we're all going tothe dance together in
the limo.

CORDELIAGreat.(to
Willow)How's the database coming?

You thought Willow looked guilty
before?

WILLOWUh... it's... just about
done.

CORDELIAXander?

XANDERI've got your new
flyers...

CORDELIALet's get
cracking.

Xander, Willow, and Oz move to Cordelia's
side of the room.

XANDER(to Buffy)She's my
girlfriend.

WILLOW(to Buffy)It's just...
she needs it so muchmore than you do.

OZAs Willow goes so goes my
nation.

CORDELIAThanks for what you said,
Buffy. I think we're getting along good, don't you?

She turns and goes. The rest follow like
guilty dogs. Buffy picks up her Snapple (or similar glass bottled drink)
and sips as Giles moves up.

GILESSeems an awful lot of fuss for
a little title.

BUFFYGiles, it's no fun if you
don't try your best.

GILESAs long as fun is still in the
mix...

BUFFYSure. It's not like anyone
takes it that seriously.

INSERT: BUFFY'S HAND

As it actually crushes the Snapple
bottle.

Buffy smiles guilelessly at Giles. (While
Miles files piles of tiles.)(I'm very sorry.)

MONTAGE: MUSIC UP

EXT. SCHOOL - FOUNTAIN QUAD - DAY

Buffy chats (M.O.S) with a group of
STUDENTS. Laughing, charming, touching a guy on the arm. WE STEADI CAM
PAST HER and discover Cordelia doing the same thing down
stream.

INT. OLD MAN'S MANSION - DAY

Frawley checks the action on his 30 aught 6.
PAN TO Frederick and Hans, doing bare-chested knuckle push-ups on the
floor. PAN TO Gorch and Candy, necking.

INT. SCHOOL - LOUNGE - DAY

Homecoming Queen posters on the board,
including HOLLY CHARLESTON'S and MICHELLE BLAKE'S. PANNING ACROSS
Cordelia's poster we find Buffy pinning up one of her own. Unlike the
others, it's hip, Dutch-angled and M.T.V. colored.

INT. OLD MAN'S MANSION - NIGHT

Frederick and Hans fight hand to hand; PAN
TO the old man at his computer running map grids of the city; PAN TO
Kulak. He takes a deep breath and cocks his arms, wrist to shoulder. He
straightens them and two (CGI) blades come out of his forearms, fly into
his hands. HE HURLS ONE OF HIS BLADES.

A TARGET NEXT TO GORCH AND CANDY NECKING,
SHATTERS!

GORCHHey, Swiss Army Knife -
wanna reign it in a little?

CANDYSugar, everyone else's got
weaponsand plans, shouldn't we be...?

GORCHDon't worry, I got a plan.
Youforget, I'm the only one in this gameactually knows the Slayer,
what she'll do.

CANDYYou are just a big, strong,
manlycowboy and I love you.

GORCHGimme that
sugar.

They neck. Pan to Frawley setting in a
mannequin leg in one of his bear traps -- it snaps the leg in
two.

EXT. SCHOOL - FOUNTAIN QUAD - DAY

Buffy drops a bunch of flyers, wearily
stoops to pick them up. Scott is passing, bends down to help.

SCOTTHere.

BUFFY(awkwardly)Oh.
Thanks.

SCOTT(looking at flyer)I heard
you were doing this.

BUFFYIt's just something to fill
the time,it's kind of silly, really.

SCOTTI don't think so. For what
it's worth, you've got my vote.

BUFFYI really don't want to
--(stops herself)Thank you.

He nods a little self-consciously, moves
off. She drops the sad girl act, whips out a LIST - checks off Scott
Hope.

EXT. SCHOOL - DAY

Holly walks to a kid, gives him a cookie. As
his hand is about to take it, Buffy puts a cupcake in it.

EXT. SCHOOL - DAY

Two other kids eat Buffy's cupcakes, their
mouths chocolaty. Cordelia walks up, gives them each a small dessert
basket.

INT. SCHOOL - DAY

Holly puts her poster up. CUT: Michelle
takes it down, puts up her own poster. CUT: Cordelia takes it down, puts
up her poster. CUT: The words "Get More With Cor" on Cor's poster as Buffy
tags them: "Get Bored With Cor".

EXT. SCHOOL - DAY

Buffy talks and laughs with a "hip" group.
CUT: Buffy talks and laughs with a "jock" group. CUT: Buffy talks and
laughs too hard with a "nerd" group. The nerds look at each other: this
chick is a bigger nerd than they are.

INT. SCHOOL - LOUNGE - DAY

Willow, looking very anxious, walks past a
wall of posters. She looks from Cordelia's to Buffy's, miserable, then
sees BUFFY HERSELF, heading her way. Trapped.

BUFFYHi.

WILLOWOh hi. How are you? You good?
Youlook good. And what else is new withyou? Did I mention you look
--

BUFFYWill, it's okay, you
helpingCordelia. You're my friend,I'm not going to hold it against
you.

WILLOWNo, I'm not a friend, I'm a
rabid dogwho should be shot, but there areforces at work here,
darkincompressible forces...

BUFFYAnd I'm sure they're more
importantthan all we've been through togetheror how many times
I've saved your life...

WILLOW(tiny voice)What do you
want?

BUFFYFifteen minutes alone on
yourcomputer with Cordelia's data base.

WILLOW(tinier
voice)'Kay.

They move off, Buffy quite
chipper.

BUFFYSo I called the limo place and
we're all set. It's going to swing by Faith's, then my
place...

INT. VAN - DAY

Frederick and Hans have a listening mic
pointed at the school.

BUFFY (O.S., FILTERED)...and then
your house, unless you'regoing to be at Oz', and
then...

INT. SCHOOL LOUNGE - DAY

Buffy gives Jonathan a cupcake. He munches
as:

BUFFYYou know, Jonathan, I've
always felta special bond between you and me --

JONATHANCordelia gave me six bucks.
That buys a whole lotta cupcakes.

BUFFYOkay, how 'bout... you vote
for meand I don't beat the living crap out of you.

Jonathan stops chewing, swallows.

JONATHANThat works good for
me.(backs away)

BUFFY(cheery)Tell your
friends!

Buffy looks:

INTO THE UPPER LOUNGE

Where Cordelia laughs loudly with a group of
EXTREME NERDS.

CORDELIAAre you kidding? I've been
doing theVulcan death grip since I was four!

She does it wrong, then tries to do it like
the five nerds are doing it as Buffy marches up.

BUFFYYou're giving out money
now?

CORDELIASo? Is that any more tacky
than yourfaux "I'm shy but deep" campaign posters?

BUFFYYes.

CORDELIAThis whole trying to be
like mereally isn't funny anymore.

BUFFYI was never trying to be like
you andwhen was it funny?

CORDELIAI don't see why your
pathetic need torecapture your glory days gives you the right to
splinter my vote!

BUFFYHow can you think it's okay to
talkto people like that? Do you have parents?

XANDERI know, I know, but when I
look at you now...(puts his hands on her shoulders)...it's like
I'm seeing you for the first time,I know it's crazy but I can't help
it.

WILLOWI'm talking about Buffy and
Cordelia.

XANDER(drops his hands)Me
too.

WILLOWWhat are we gonna do? We have
to dosomething. This is all our fault.

XANDERHow do you get from chick
fight to "our fault"?

WILLOWBecause, we felt so guilty
about thefluke we went overboard helpingCordelia -- and spun the
whole groupdynamic out of orbit -- we're a meteor storm heading
for earth!

XANDEROkay, calm down, let's put
our headstogether and think of something. Oneof us is pretty darn
smart and I'm...just in hell. I thought being a Senior -- at last
-- and having agirlfriend -- at last -- would be a good thing.
Shouldn't that be a good thing?(she smiles)What?

WILLOWSometimes when you're falling
apartyour mouth does the sweetest thing.

XANDERMy mouth?

Willow touches his mouth. He touches her
hand. They come together and just hold onto one another. No
kissage.

WILLOWWhat are we gonna
do?

XANDERWe just gotta get the two of
them communicating.

WILLOWI'm talking about
us.

EXT. BUFFY'S HOUSE - NIGHT

Buffy, in prom dress, heads down the walk to
a waiting limo. The uniformed driver (whose face we won't see) holds the
door for her. As she gets in:

INT. LIMO - NIGHT

Buffy sits, sees Cordelia, also in prom
dress (and corsage.)

BUFFY What are you doing here?
Where's Faith?

Cordelia icily hands Buffy a note. Buffy
reads:

BUFFY"Dear Cordelia and Buffy, we
won't beriding to the dance with you. We wantyou to work out your
problems becauseour friendships are more importantthan who wins
Homecoming Queen.Your friends. P.S., the limo was notcheap, work
it out."(beat)Well...

She sees two corsage boxes, one
empty.

BUFFYThey gave us
corsages?

CORDELIAI took the
orchid.

BUFFYOh.(takes out other
corsage, pins it to her dress)Nice of you to check with me on
that.

Cordelia gives her a bitchy look.

EXT. BUFFY'S HOUSE - NIGHT - THE
DRIVER

Starts the car. We see that it is Frederick.
The limo pulls away.

DISSOLVE TO:

EXT. ROAD LEADING FROM CITY TO COUNTRY -
NIGHT - STOCK

Only if we can find this in STOCK FOOTAGE. A
black limo leaves suburbia -- or a black limo on a country road -- or a
black limo heading into a woodsy locale.

DISSOLVE TO:

INT. LIMO - NIGHT - POOR MAN'S

CORDELIAI don't see what the big
deal is.

BUFFYI'm not making a big deal. You
wantedthe orchid, you took the orchid.

CORDELIAIt goes with my complexion
better.

BUFFYIt does have a sallow
tint...(limo stops)Finally, we're here...

They hear the driver's door open and shut.
Then footsteps sound like he's running away. Off Buffy.

Cordelia follows Buffy's gaze to A BIG T.V.
Sitting there in the woods. They move to it. A big post-it note says
"Press Power, then Play". Buffy does. The (battery-operated) T.V. clicks
on and we see Mr. Trick on V.H.S.

MR. TRICKHello ladies, welcome to
SlayerFestninety-eight. What is a SlayerFestyou ask? Well, as in
most of life,there's the hunters and the hunted.Can you guess
where you two fall? Youhave exactly thirty seconds from
thebeginning of this tape --(checks watch)-- ooo, seventeen
now -- to run for your lives. Faith, Buffy, have a nice
death.

The tape ends. Buffy does a three sixty,
scanning the woods for danger. Cordy just stares at the T.V.,
irritated.

CORDELIAHello, how stupid are you
people.She's a Slayer, I am a Homecoming Quee --

Suddenly a bullet shatters the TV, blowing
it to bits. Cordelia screams bloody murder. Buffy grabs Cordelia and they
run like hell into the woods.

BLACK OUT

END OF ACT TWO

Act Three

INT. BRONZE - NIGHT

Oz' band plays an upbeat love song. Place is
decked out for Homecoming, banners, refreshment table, etc. FIND WILLOW
AND XANDER standing rather far apart. Faith walks up between them, wearing
her own high fashion statement.

The blade misses Buffy, sinks in a tree next
to her. The bullet KNOCKS KULAK back and down. Cordelia screams. Buffy
grabs her and they run.

INT. BRONZE - NIGHT

Scott dances with an extra. Faith moves
up.

FAITHScott, there you are, Honey.
Good news -- doctor says the itching andthe swelling and the
burning shouldclear up, but we gotta keep using the ointment.(to
his date, nice)Hi.

Giles moves to Xander and Willow, much less
jovial than before.

GILESI suspect these finger
sandwichescontain actual finger. I think I'llretreat to the
library until the coronation, I want to be here whenBuffy...
however it turns out forher -- and that was a fine thing youtwo
did putting Buffy and Cordelia together.(he goes)

WILLOWWe did one fine
thing.

XANDERYeah. They've been gone a
while, theymust really be getting into it.

INT. DESERTED CABIN - NIGHT

Buffy (gun in hand) kicks the door open. She
and Cordy tumble in. Buffy shuts the door, wedges a chair under the
handle.

BUFFYWe're safe for the time
being,look for a weapon.

Buffy shutters the first window shut, draws
a curtain across it. Cordy hyperventilates.

CORDELIASafe? I'm not safe, I'm
going to die.

BUFFYYou are if you just stand
there.

Buffy moves to the second window: half a
shutter, which comes off in her hand. She sighs, draws the curtain across
it.

CORDELIAI'm never going to be
crownedHomecoming Queen, I'm never going tograduate high school,
I'm never goingto know if it was real between me andXander or some
temporary insanitythat made me think... I loved him.(starting to
cry)And now I'll never get to tell him.

BUFFYYes you will. We're going to
get outof here -- then we're going to thelibrary where Giles and
more weaponslive -- and we're gonna take the restof these creeps
out in time for youto congratulate me on my sweepingvictory as
Homecoming Queen.

CORDELIAI know what you're up to,
you thinkif you can get me mad enough I won'tbe so scared -- and
hey, it'sworking, where's a damn weapon?!

The cabin, nestled in the woods. Frederick
and Hans approach with grenade launcher, stand. PUSHING IN on the earwig
in Frederick's ear --

INT. OLD MAN'S MANSION - NIGHT - THE OLD
MAN

At his computer. Coordinates of the woods on
his monitor. And two red dots. The old man wears a head-set.

OLD MAN(into headset)I have
them both in range.

INSERT - COMPUTER

The grid enlarges, the red dots grow and
center, a target scope zeroes in on them --

OLD MAN (O.S)Northeast Grid A as in
apple dashE as in Edward...

EXT. WOODS - CABIN - NIGHT

Hans taps the coordinates into a key pad on
the side of the grenade launcher as Frederick readies a rocket grenade for
loading.

OLD MAN (O.S)...fourteen point
eight degrees by...seventy-two point three...

INT. CABIN - NIGHT

Buffy's at the window; Cor clings to her
spatula.

CORDELIAWhy is it...every time I go
somewherewith you, it always ends in violence and
terror?

BUFFYWelcome to my
life.

CORDELIAI don't want to be in your
life.I want to be in mine.

BUFFYPlease feel free to walk out
thatdoor and live it at any time.

CORDELIAAll I wanted was to be
Homecoming Queen.

BUFFYWell that's all I wanted too,
Cordelia, I spent a year'sallowance on this
dress...

CORDELIAI don't get why you even
care aboutHomecoming when you're doing stuff like
this.

BUFFYBecause this is all I do. This
iswhat my life is, fighting monsters noone even knows about while
everyoneelse gets to... I thought HomecomingQueen, I could open a
yearbook somedayand say "I was there. I went to high school and
had friends and for one minute, I got to live in the world."And
there'd be proof. Proof that I was chosen for something other than
this.(holds up gun)... besides(pumps shell in gun)... I
look cute in a tiara.

Cordelia listens.

CORDELIADo you hear
--

Kulak, screaming bloody murder, dives
through the window, blade in each hand. He knocks Buffy down, the gun goes
flying.

INT. OLD MAN'S MANSION - NIGHT

Trick flings popcorn into the air, catching
it in his mouth.

OLD MAN (INTO HEAD SET)Prepare to
launch...

EXT. WOODS - NIGHT

Frederick drops the grenade into the
launcher.

INT. CABIN - NIGHT

Buffy and Kulak fight. Cordelia tries
hitting him on his spiny head with the spatula. Doesn't do a damn thing,
but you gotta admire her pluck.

BUFFY(between punches)Cor...
the gun!

Cordy grabs the gun, tries to figure out how
to work it as Buffy takes a slice to the arm. Cor finally gets a shot off
-- blowing a chunk of wood behind Buffy's head away.

BUFFYCor... the
spatula!

Kulak nearly takes Buffy's head off as she
ducks a blade. Buffy roundhouse kicks Kulak in the face.

CORDELIABuffy!

Cordelia hurls her the gun. She levels it at
Kulak -- he freezes -- she pulls the trigger. Nothing. She works the
action. Fires again. It's empty. Kulak smiles, coming for her.

INT. OLD MAN'S MANSION - NIGHT

OLD MANLaunch.

EXT. WOODS - NIGHT

Frederick fires the grenade
launcher!

INT. CABIN - NIGHT

Buffy ducks a blade as the GRENADE blasts
through the flimsy wall, lands on the floor between Buffy and Kulak. They
both look down, then they both turn towards opposite walls.

POSSIBLE SLO MO - Buffy grabs Cordelia and
they crash out the (unshuttered but curtained) window.

Kulak dives for the opposite (shuttered but
curtained window) and -- REGULAR SPEED -- bounces off the closed shutters.
Kulak looks down at the grenade. Ba' bye.

EXT. CABIN - NIGHT

Blows to smithereens (as Buffy and Cor run
towards us.)

ANGLE - BUFFY AND CORDELIA - look up from
the ground.

BUFFYWe gotta get to the
library.

HER POV: THE TWINS - far away through the
smoke, seeing Buffy.

BUFFY...now.

They scramble to their feet, run.

INT. LIBRARY - NIGHT

PAN - an axe, a sword, and a crossbow as TWO
HANDS lock an arrow onto it. PULLING BACK, we see Candy Gorch, playing
with the crossbow. Lyle moves the arrow away from his heart.

ON HIS COMPUTER SCREEN - two red dots, next
to each other, growing larger as:

INT. SCHOOL HALL - NIGHT

Buffy bursts out of the library, runs across
their path. They fire! They miss. Frederick motions to Hans -- Hans nods,
heads off after Buffy, Frederick holds his ground in the hall
as:

OLD MAN (O.S)I have them, axis six
degrees bythirty-three...

Frederick turns his gun towards the door the
classroom.

INT. SCHOOL HALL - BACK DOOR TO CLASSROOM -
NIGHT

Hans rounds the corner, just sees Buffy
entering the classroom. He follows.

INT. CLASSROOM - NIGHT

Dark, scary. Hans enters, looks around.
Buffy rears up. IN HER HAND we see the two corsages, wrapped in a bunch of
wet tissue. She flings them like a ball across the room -- they splat and
stick on Hans's back. He spins around as --

INT. OLD MAN'S MANSION - NIGHT

ON HIS COMPUTER SCREEN - red dots, large,
right next to each other.

OLD MANBoth targets, axis seven
degrees...

INT. SCHOOL HALL - NIGHT

Frederick aims his gun at the
door.

OLD MAN (O.S)... by thirty-five.
Fire! Fire!

INT. SCHOOL HALL - NIGHT

Frederick fires! Blasting right through the
wall -- hitting:

INT. CLASSROOM - NIGHT

Hans, who spins and instinctively returns
fire.

INT. SCHOOL HALL - NIGHT

Frederick hits the floor, dead.

INT. CLASSROOM - NIGHT

Hans hits the floor, dead.

INT. OLD MAN'S MANSION - NIGHT

He watches, breathless, as the two red dots
on his screen go out. The old bastard can't believe his eyes:

OLD MANI won!

INT. BRONZE - NIGHT

A lot of excitement in the room, heads turn
to watch:

ON STAGE - Devon, envelope in hand, taps the
mic, it feeds back terribly.

DEVONOkay guys, it's the moment
we've allbeen waiting for...

Willow, Xander, Oz in the crowd,
concerned.

WILLOWThey're gonna announce the
Queen,where are they? What's taking them so long?

OZ (sees something O.S)I'm
gonna go with mud wrestling...

They follow his gaze to: Buffy, Cordelia and
Giles arriving. Buffy and Cor still with the torn dresses, the messed up
makeup and hair. Faith joins Willow, Xander and Oz as Buffy, Cor and Giles
move up.

XANDEROh God, what'd you do to each
other?

BUFFYLong story.

CORDELIAGot hunted.

BUFFYApparently not that long.
(cont'd)I'll tell you though, you don't ever want to cross
Cordy.

XANDERHeh, heh --
no.

DEVON ON STAGE

DEVONIn this envelope I hold the
name ofthis year's Homecoming Queen.

Shows audience envelope. They clap and
cheer. Some boo and jeer.

PUSH IN ON BUFFY AND COR

Two war-hardened veterans.

CORDELIAYou know, after all we've
been throughtonight, this whole who-gets-to-be-Queen-capade seems
pretty...

BUFFY... damn
important.

CORDELIAOh yeah.

Devon tears open the envelope.

DEVONAnd the winner is... Hey, I
believethis is a first for Sunnydale High...we have a
tie!

Cordelia and Buffy look at each other and
share a weary, warm smile.

DEVONHolly Charleston and Michelle
Blake!

Michelle and Holly, fighting tears, shove
their way past Buffy and Cor, heading for the stage and glory.

CORONATION MUSIC, confetti and balloons;
Devon holds the crown over both their heads. Crowd cheers.

BUFFY AND CORDELIA - trade a look. After a
moment, they head out the door together.

MICHELLEI'm just so honored, I
can't believeit! I mean, that you would have chosenme -- us -- out
of all the girls inschool...it's just so...wonderful!

BLACK OUT.

MICHELLE (O.S)I have so many people
to thank, I don't know where to begin!